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PREEXEC™ Enterprise — End User Licence Agreement (EULA)

Version 2.1 — April 2026 Noetik Governance Ltd. · Company No. 16952953 (England & Wales) Operator under licence from Clarity IP Holdings Limited (Ireland)

1. DEFINITIONS

"Software" means the PREEXEC™ Enterprise software, including but not limited to: the Scoring Engine, ClarityScore technology, Policy Engine, ClarityFeedback module, Dynamic Policy Reasoning (DPR) module, Explainability Layer (XAI), all algorithms, machine learning models, scoring functions, rule-check systems, dashboard interfaces, API endpoints, SDK components, and associated documentation.

"Licensor" means Noetik Governance Ltd., a company registered in England & Wales under Company No. 16952953, with registered office in the United Kingdom.

"Licensee" means the organisation or individual that has obtained a valid licence key to use the Software, including its authorised users, employees, and contractors bound by this Agreement.

"Engine" means the proprietary scoring and governance algorithms of PREEXEC™, including but not limited to: the ClarityScore computation (S_synt, S_sem, S_aff, S_pol), the multi-layer Detection Pipeline (rule_check engine + v2 system policy + v3 graph engine + ML semantic + ML toxicity + ML emotion + ML prompt-injection + bidirectional alignment scoring), multiple regex- and graph-based rule_checks across the vendor governance policies, a multilingual v3 Ontology Graph layer, the Dynamic Policy Reasoning (DPR) module, the Underspecification Index (UI), the Topology Score (T), the Reproducibility Signal (S5), Affective Session Smoothing, Nodegraph Coherence Boosting, the AI Policy Generator (whitelist-filtered against the rule_check IDs), the tamper-evident Audit Chain (V3-A prev-hash + V3-B ECDSA-signed commitments + RFC-3161 trusted timestamping + V3-C fsync+flock + V3-D segment-start blocks), and all related computational methods as described in the pending European patent application specification.

"Licence Key" means the cryptographic key provided by the Licensor that activates the Software beyond demo mode, encoding the licensed tier, user limits, and expiry date.

"Authorised Users" means the employees, contractors, and agents of the Licensee who are authorised by the Licensee to use the Software and who are bound by terms at least as protective as those in this Agreement.

"Audit Chain" means the cryptographically signed, append-only record of evaluations generated by the Software, including SHA-256 hashes, Merkle tree structures, and WORM-compatible exports.

"Demo Mode" means the restricted operational mode of the Software available without a Licence Key, limited to rule-based scoring, two (2) policies, fifty (50) evaluations per day, and one (1) user.

2. GRANT OF LICENCE

2.1. Subject to the terms of this Agreement and payment of applicable fees, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Software on the Licensee's own infrastructure ("on-premise") for the Licensee's internal business purposes.

2.2. The licence is limited to the number of Authorised Users, instances, and duration specified in the Licence Key.

2.3. The Software may be deployed in containerised form (Docker, Kubernetes, or equivalent) on infrastructure owned or controlled by the Licensee, provided that such infrastructure is not shared with or accessible to third parties.

2.4. The Licensee may make one (1) backup copy of the Software for archival purposes only, provided that all copyright and proprietary notices are preserved.

2.5. The Licensee may use the Software's API endpoints for integration with the Licensee's internal systems and workflows, subject to the restrictions in Section 4.

3. INTELLECTUAL PROPERTY

3.1. The Software, including all algorithms, scoring methods, architectural designs, source code, object code, user interfaces, documentation, and trade secrets, is and remains the exclusive intellectual property of the Licensor.

3.2. The Software is protected by:

3.3. The Licensee acknowledges that access to the source code does not constitute a transfer of ownership, and the on-premise deployment model does not diminish the Licensor's intellectual property rights.

3.4. Trademark. The name "PREEXEC™" is a registered EU trade mark (EUTM 019301368), held by Clarity IP Holdings Limited, an affiliated Irish entity (registered at The Black Church, St. Mary's Place, Dublin 7, D07 P4AX, Ireland; Irish company no. 809301). Noetik Governance Ltd. operates the Software and exercises the rights granted under this Agreement under licence from Clarity IP Holdings Limited. The Licensee shall not use this mark except in connection with the authorised use of the Software, and shall not register any confusingly similar marks.

3.5. Any feedback, suggestions, or improvements proposed by the Licensee regarding the Software shall become the property of the Licensor without any obligation of compensation or attribution.

4. RESTRICTIONS

The Licensee shall NOT:

4.1. Copy, reproduce, or distribute the Software or any part thereof to third parties, except for the single backup copy permitted under Section 2.4.

4.2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the design principles, algorithms, or architecture of the Engine beyond what is strictly necessary for interoperability as permitted by Sections 50B and 50BA of the Copyright, Designs and Patents Act 1988.

4.3. Modify, adapt, translate, or create derivative works based on the Engine or the Scoring algorithms, including but not limited to: creating alternative scoring functions, policy engines, or governance architectures inspired by or derived from the Software.

4.4. Remove, alter, or obscure any copyright notices, trademark notices, patent references, or other proprietary rights notices contained in or on the Software.

4.5. Sublicense, lease, rent, loan, sell, resell, or otherwise transfer the Software or access thereto to any third party, including affiliates, subsidiaries, or related entities not covered by the Licence Key.

4.6. Use the Software to develop, train, or improve a competing product, service, or technology that replicates or substitutes the functionality of the Engine or any substantial part thereof.

4.7. Extract, isolate, or separately deploy the Engine, scoring functions, policy algorithms, machine learning models, or API endpoints outside the integrated PREEXEC™ Software.

4.8. Benchmark, publish, or disclose performance metrics, scoring results, internal architecture details, or security assessments of the Software without prior written consent of the Licensor.

4.9. Circumvent, disable, or interfere with the licence enforcement mechanisms, demo restrictions, audit functions, or integrity verification systems of the Software.

4.10. Use the Software in a manner that violates applicable laws, regulations, or industry standards, including but not limited to data protection laws, anti-discrimination laws, and sector-specific regulations.

4.11. Deploy the Software as a service (SaaS, PaaS, or otherwise) to provide governance or scoring capabilities to third parties, whether or not for a fee.

4.12. Use the Audit Chain data generated by the Software to create derivative datasets, train machine learning models, or develop competing products.

5. CONFIDENTIALITY

5.1. The Licensee acknowledges that the Software, its source code, architecture, algorithms, scoring methodologies, policy configurations, and documentation constitute confidential information of the Licensor ("Confidential Information").

5.2. The Licensee shall protect the confidentiality of the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

5.3. The Licensee shall restrict access to the Software and its source code to Authorised Users who have a legitimate need to access it for the purposes of operating the Software, and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.4. The Licensee may disclose Confidential Information if required by law, regulation, or court order, provided that the Licensee: (a) gives the Licensor prompt written notice of such requirement; (b) cooperates with the Licensor to minimise the scope of disclosure; and (c) discloses only the minimum amount of Confidential Information required.

5.5. This confidentiality obligation survives termination of this Agreement for a period of five (5) years, or until such time as the information enters the public domain through no fault of the Licensee.

6. SUPPORT AND UPDATES

6.1. The Licensor shall provide technical support during the licence term as specified in the applicable support plan purchased by the Licensee.

6.2. The Licensor may, at its sole discretion, provide updates, patches, and new versions of the Software. Such updates shall be governed by this Agreement unless accompanied by a revised Agreement.

6.3. The Licensor is under no obligation to maintain backward compatibility, provide migration tools, or support deprecated features beyond the current major version.

6.4. The Licensee is responsible for maintaining compatible infrastructure (as specified in the system requirements) and for applying updates in a timely manner.

7. AUDIT RIGHTS

7.1. The Licensor reserves the right to audit the Licensee's use of the Software to verify compliance with this Agreement, upon thirty (30) days' written notice and during normal business hours, no more than once per calendar year.

7.2. The Software contains built-in audit and integrity functions (Audit Chain, Merkle Tree verification, licence validation, agent file integrity monitoring) that are integral to the Software's compliance architecture and may not be disabled or circumvented.

7.3. If an audit reveals unauthorised use (including but not limited to excess users, unlicensed instances, or breach of restrictions), the Licensee shall: (a) promptly pay any underpaid licence fees; (b) pay a reasonable administrative charge not exceeding 150% of the underpaid fees; and (c) cure the breach within thirty (30) days.

7.4. The Licensor shall bear the cost of the audit unless the audit reveals material non-compliance, in which case the Licensee shall reimburse reasonable audit costs.

8. DATA AND PRIVACY

8.1. The Software operates entirely on-premise on the Licensee's infrastructure. No evaluation data, input text, scoring results, user data, or Audit Chain records are transmitted to the Licensor or any third party by the Software itself.

8.2. Model API calls (to AI providers such as Anthropic, OpenAI, Google, Azure, etc.) are made directly from the Licensee's infrastructure to the Licensee's chosen provider under the Licensee's own API credentials and agreements. The Licensor has no access to, control over, or liability for these communications.

8.3. The Licensee is solely responsible for compliance with applicable data protection laws (including the UK GDPR, EU General Data Protection Regulation 2016/679, UK Data Protection Act 2018, and equivalent regulations in all applicable jurisdictions) in connection with personal data processed by or through the Software.

8.4. The Audit Chain data generated by the Software is stored locally on the Licensee's infrastructure. The Licensee is responsible for securing, retaining, and disposing of this data in accordance with applicable law and the Licensee's own data retention policies.

8.5. The Licensee shall ensure that appropriate technical and organisational measures are in place to protect the integrity and confidentiality of data processed by the Software, in accordance with Article 32 of the UK GDPR / EU GDPR.

8.6. The Licensee acknowledges that the Software processes text inputs which may contain personal data. The Licensee is the data controller for all personal data processed through the Software, and the Licensor does not act as a data processor in relation to such data.

9. WARRANTY DISCLAIMER

9.1. The Software is provided "AS IS" and "AS AVAILABLE" without warranty of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.2. The Licensor does not warrant that the Software will meet the Licensee's requirements, operate without interruption, or be free from errors, defects, or security vulnerabilities.

9.3. The Licensor does not warrant the accuracy, completeness, or reliability of any scoring results, governance decisions, compliance assessments, or risk evaluations produced by the Software.

9.4. The Software is a governance tool, not a substitute for professional legal, regulatory, medical, financial, or other professional advice. The Licensee is solely responsible for validating governance decisions and ensuring regulatory compliance in its specific context and jurisdiction.

9.5. The Licensor does not warrant that the Software's scoring engine, policy rules, or compliance mappings are up-to-date with the latest regulatory changes. The Licensee is responsible for verifying the applicability and currency of the Software's governance rules for the Licensee's specific regulatory environment.

9.6. The machine learning models included in the Software are provided for enhanced scoring capabilities. The Licensor does not warrant the performance, accuracy, or bias characteristics of these models. The Licensee should calibrate and validate the scoring engine for its specific use case before production deployment.

9.7. EU AI Act, DSA, and other regulatory frameworks. The Software provides technical mappings between governance events and articles of the EU AI Act, the Digital Services Act, ISO 42001, ISO 27001, SOC 2, NIST AI RMF, GDPR, and other frameworks named in product documentation. These mappings are technical references, not legal opinions. The Licensor is not a certified auditor, qualified legal advisor, or notified body. Conformity assessments under any regulatory framework remain the sole responsibility of the Licensee, conducted with the Licensee's own authorized auditors, legal counsel, and compliance officers. The Software produces evidence; the Licensee and its advisors produce conclusions.

9.8. EU AI Act Audit-Tooling Pack. Where the Licensee has acquired the optional EU-AI-Act Audit-Tooling Pack (separate add-on or included in Enterprise edition), this constitutes a set of pre-built JSON templates, automated PDF report generators, and engine-state health-check routines. The Audit-Tooling Pack is software, not an audit service. The Licensor does not perform audits, issue certifications, or provide regulatory clearance. The Licensee operates the Audit-Tooling Pack with its own authorized auditors.

9.9. Customer-defined coverage. The Software includes an AI Policy Generator (which translates natural-language descriptions into draft governance policies) and a Customer-Corpus Eval Pipeline (which measures catch and false-positive metrics against Licensee-supplied test prompts). The Licensor does not warrant that Licensee-defined policies, Licensee-supplied corpora, or AI-generated policy drafts are complete, sufficient, or fit for any specific regulatory or operational purpose. The Licensee is responsible for the representativeness of its corpora, the validity of its policies, and the operational appropriateness of its governance configuration.

10. LIMITATION OF LIABILITY

10.1. To the maximum extent permitted by applicable law, the Licensor's total aggregate liability under this Agreement, whether arising in contract, tort (including negligence), misrepresentation, restitution, or otherwise, shall not exceed the licence fees actually paid by the Licensee in the twelve (12) months immediately preceding the event giving rise to the claim.

10.2. In no event shall the Licensor be liable for any:

regardless of the cause of action or theory of liability, even if the Licensor has been advised of the possibility of such damages.

10.3. The limitations in this Section 10 apply to the fullest extent permitted by applicable law. Nothing in this Agreement excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited by applicable law.

10.4. The Licensee acknowledges that the licence fees reflect the allocation of risk set forth in this Agreement and that the Licensor would not enter into this Agreement without the limitations set forth in this Section.

11. INDEMNIFICATION

11.1. The Licensee shall indemnify, defend, and hold harmless the Licensor and its directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

11.2. The Licensor shall promptly notify the Licensee of any claim subject to indemnification and shall provide reasonable cooperation in the defence of such claim.

12. TERM AND TERMINATION

12.1. This Agreement is effective from the date the Licence Key is first activated and continues for the duration specified in the Licence Key, unless terminated earlier in accordance with this Section.

12.2. The Licensor may terminate this Agreement immediately upon written notice if:

12.3. The Licensee may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies, subject to any minimum term commitments in the Licence Key.

12.4. Upon termination for any reason:

12.5. Termination shall not affect any rights or obligations that have accrued prior to termination. No refund of licence fees shall be due upon termination, unless required by applicable law.

12.6. Sections 1, 3, 4, 5, 8, 9, 10, 11, 13, and 14 survive termination of this Agreement.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

13.2. Any dispute arising under or in connection with this Agreement shall first be submitted to good faith negotiation between senior representatives of each party for a period of thirty (30) days.

13.3. If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by mediation in accordance with the CEDR (Centre for Effective Dispute Resolution) Model Mediation Procedure, with the seat of mediation in London.

13.4. If mediation fails to resolve the dispute within sixty (60) days of referral, either party may submit the dispute to the exclusive jurisdiction of the courts of England and Wales.

13.5. Nothing in this Agreement shall limit the Licensor's right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent or restrain any breach of this Agreement, particularly in respect of intellectual property rights and confidentiality obligations.

14. GENERAL PROVISIONS

14.1. Entire Agreement. This Agreement, together with any Licence Key terms and applicable purchase order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, representations, and agreements, whether written or oral.

14.2. Amendment. This Agreement may only be amended by a written instrument signed by authorised representatives of both parties, or by the Licensee's acceptance of a revised Agreement accompanying a Software update.

14.3. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

14.4. No Waiver. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of such right. Any waiver must be in writing and signed by the waiving party.

14.5. Assignment. The Licensee may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the Licensor. The Licensor may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

14.6. Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, strikes, government actions, epidemics, or failures of third-party infrastructure.

14.7. Notices. All notices under this Agreement shall be in writing and delivered by email to the address specified in the Licence Key terms or by registered post to the registered office of the receiving party.

14.8. Third Party Rights. No person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.9. Export Control. The Licensee shall comply with all applicable export control laws and regulations in connection with the use and deployment of the Software, including but not limited to EU Dual-Use Regulation (EC) 428/2009 and UK Strategic Export Controls.

14.10. Anti-Corruption. The Licensee represents and warrants that it shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010, in connection with this Agreement.

15. ACCEPTANCE

By activating a Licence Key, installing the Software, accessing the Software beyond demo mode, or clicking "I accept" in the Software's user interface, the Licensee acknowledges that it has read, understood, and agrees to be bound by all terms of this Agreement.

If the Licensee does not agree to these terms, it must not install, access, or use the Software.

Noetik Governance Ltd. Registered in England & Wales · Company No. 16952953 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom

PREEXEC™ — registered EU trade mark (EUTM 019301368), held by Clarity IP Holdings Limited (Irish company no. 809301), an affiliated Irish entity. Operated by Noetik Governance Ltd. under licence.

European patent application EP25218881.8 pending.

© 2026 NOETIK GOVERNANCE LTD · COMPANY NO. 16952953